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 Agreement;

 but excludes any such items title to which
 has, or should have, passed to Lessee
 pursuant to this Agreement.

PARTICIPATION AGREEMENT the Participation Agreement dated as of the
 date hereof between Beneficiary, Lessor and
 Lessee.

PERMITTED LIEN (a) any lien for any Tax (i) which has
 not been assessed or (ii) if
 assessed, which is not yet due and
 payable or (iii) if assessed and
 due and payable, which is being
 contested in good faith by
 appropriate proceedings in
 accordance with applicable law;

 (b) any lien of a repairer, mechanic,
 carrier, hangar-keeper or other
 similar lien arising in the
 ordinary course of business or by
 operation of law in respect of
 obligations which are not overdue
 or are being contested in good
 faith by appropriate proceedings in
 accordance with applicable law;

 but only if (in the case of both
 (a) and (b)) (i) adequate resources
 have been provided by Lessee, or
 adequate reserves have been
 established and are maintained in
 the accounting records of Lessee in
 accordance with GAAP, for the
 payment of the Taxes or
 obligations; and (ii) such
 proceedings, or the continued
 existence of the lien, do not give
 rise to any material likelihood of
 the sale, forfeiture or other loss
 of the Aircraft or any interest
 therein or of criminal liability on
 Owner, Lessor, Beneficiary or any
 Financing Party;

 (c) any Lessor Lien; and

 (d) any lien arising out of any
 judgment or

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